Report of Independent Auditors and Combined Financial Statements for. Southern California Public Power Authority

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1 Report of Independent Auditors and Combined Financial Statements for Southern California Public Power Authority June 30, 2014 and 2013

2 TABLE OF CONTENTS REPORT OF INDEPENDENT AUDITORS 1 2 MANAGEMENT S DISCUSSION AND ANALYSIS 3 9 PAGE FINANCIAL STATEMENTS Combined financial statements Notes to combined financial statements SUPPLEMENTAL INFORMATION Supplemental schedule of receipts and disbursements in funds required by the bond indenture for the year ended June 30, 2014 Palo Verde 111 San Juan 112 Magnolia Power 113 Canyon Power 114 Apex Power 115 Hoover Uprating 116 Tieton Hydropower 117 Milford 1 Wind 118 Milford 2 Wind 119 Windy Point 120 Linden Wind Energy 121 Southern Transmission System 122 Mead Phoenix 123 Mead Adelanto 124 Natural Gas Pinedale 125 Natural Gas Barnett 126 Prepaid Natural Gas No Multiple Fund 128

3 REPORT OF INDEPENDENT AUDITORS The Board of Directors and Participants of Southern California Public Power Authority Report on Financial Statements We have audited the accompanying combined and individual projects financial statements of Southern California Public Power Authority, which comprise the combined and individual projects statements of net position as of June 30, 2014 and 2013, and the related combined and individual project s statements of revenues, expenses and changes in net position, and cash flows for the years then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these combined and individual projects financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined and individual project financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these combined and individual project financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined and individual projects financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined and individual projects financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the combined and individual projects financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the combined and individual projects financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined and individual projects financial statements. 1

4 REPORT OF INDEPENDENT AUDITORS (continued) We believe that the audit evidence obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinion In our opinion, the combined and individual project financial statements referred to above present fairly, in all material respects, the financial position of Southern California Public Power Authority and each of the Authority s projects: Palo Verde, San Juan, Magnolia Power, Canyon Power, Apex Power, Hoover Uprating, Tieton Hydropower, Milford I Wind, Milford II Wind, Windy Point, Linden Wind Energy, Southern Transmission System, Mead Phoenix, Mead Adelanto, Pinedale, Barnett, Prepaid Natural Gas, Ormat Geothermal Energy, MWD Small Hydro, Pebble Springs, Ameresco Chiquita Landfill Gas, Don A. Campbell Wild Rose Geothermal, Copper Mountain Solar, Multiple Fund, Development Fund, s Stabilization Fund and SCPPA Building Fund as of June 30, 2014 and 2013, and the combined and individual results of the projects operations and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Other Matter Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management s discussion and analysis be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures in the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming an opinion on the basic financial statements as a whole. The supplemental schedules of receipts and disbursements in funds for the year ended June 30, 2014, as presented on pages , are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Portland, Oregon October 30,

5 MANAGEMENT S DISCUSSION AND ANALYSIS The following discussion and analysis of the financial performance of Southern California Public Power Authority (the Authority or SCPPA), provides an overview of the Authority s financial activities for the fiscal years ended June 30, 2014 and Please read this discussion and analysis in conjunction with the Authority s Combined Financial Statements, which begin on page 10. Description and other details pertaining to the Authority are included in the Notes to Combined Financial Statements. The Authority is a joint powers authority whose primary purpose has been to provide joint financing and oversight for large joint projects for its member agencies that consist of eleven municipal electric utilities and one irrigation district in California. On a combined basis, these entities provide electricity to more than two million retail electric customers. A Board of Directors (the Board) governs the Authority, which consists of one representative from each member agency. Using This Financial Report This annual financial report consists of a series of financial statements and reflects the self supporting activities of the Authority that are funded primarily through the sale of energy, natural gas, and transmission services to member agencies under project specific take or pay contracts that require each member agency to pay its proportionate share of operating and maintenance expenses and debt service with respect to such projects. The contracts cannot be terminated or amended in any manner that will impair or adversely affect the rights of the bondholders as long as any bonds issued by the specific project remain outstanding. The Authority also established take and pay contracts for the participants of the prepaid natural gas project where the payments received from the sale of gas will be sufficient to pay debt service. In addition, the Authority has entered into various power purchase agreements. These agreements are substantially take and pay contracts but there may be other costs not associated with the delivery of energy that the participants may be obligated to pay. 3

6 MANAGEMENT S DISCUSSION AND ANALYSIS Combined Summary of Financial Condition and Changes in Net Position (in thousands) June 30, (restated) 2012 (restated) Assets Net utility plant $ 1,574,194 $ 1,362,772 $ 1,431,352 Investments 679, , ,358 Cash and cash equivalents 301, , ,515 Prepaid and other 1,099,682 1,152,331 1,230,973 Total assets 3,655,198 3,476,605 3,689,198 Deferred outflows of resources 95, , ,951 Total assets and deferred outflows of resources $ 3,750,259 $ 3,599,351 $ 3,816,149 Liabilities Noncurrent liabilities $ 3,456,473 $ 3,307,841 $ 3,578,046 Current liabilities 392, , ,090 Total liabilities 3,848,946 3,706,350 3,993,136 Deferred inflows of resources Net position Net investment in capital assets (608,196) (621,687) (641,171) Restricted 583, , ,522 Unrestricted (74,109) (51,029) (91,338) Total net position (98,687) (106,999) (176,987) Total liabilities, deferred inflows of resources, and net position $ 3,750,259 $ 3,599,351 $ 3,816,149 Revenues, expenses and changes in net position for the year ended June 30 Operating revenues $ 702,327 $ 639,925 $ 682,990 Operating expenses (564,690) (503,837) (511,062) Operating income 137, , ,928 Investment and other income 30,066 14,727 23,745 Derivative gain (loss) ,189 (42,743) Debt expense (156,729) (157,645) (164,017) Change in net position 11,369 53,359 (11,087) Net position, beginning of year (106,999) (176,987) (127,079) Cumulative effect of restatement (50,792) Net position, beginning of year as restated (106,999) (176,987) (177,871) Net contributions/(withdrawals) by participants (3,057) 16,629 11,971 Net position, end of year $ (98,687) $ (106,999) $ (176,987) 4

7 Combined Financial Statements (continued) Net Position SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MANAGEMENT S DISCUSSION AND ANALYSIS During fiscal year 2014 the Authority s net position increased by $8 million mainly due to the increase in assets and deferred outflows of resources of $151 million offset by the increase in liabilities of $143 million. The increase in the Authority s assets is due to the following: Utility Plant increased by $211 million. This increase is primarily due to the $294 million acquisition of the Apex Power (APP), and $19 million of ongoing capital improvements in the Palo Verde (PV), Canyon Power (CPP), Magnolia (MAG) and San Juan (SJ) s. The increase was offset by $102 million of scheduled depreciation in all projects. Investments decreased by $51 million. This decrease is largely due to the $36 million GIC withdrawal for the final debt service requirements of the 1989 Multiple Bonds; $13.5 million release of debt service reserves for the debt service requirements of the 2002A SJ Bonds; $4.5 million withdrawal from the Fund for the debt service requirements of the 2006A Magnolia Bonds; and $24 million net transfers of funds from long term investments to cash and cash equivalents. The decreases were offset by $23 million of remaining bond proceeds from the issuance of the APP Revenue Bonds, 2014 Series A&B (APP 2014 A&B Bonds); and $4 million reserves for major maintenance in the Magnolia. Cash and cash equivalents increased by $71 million. This increase is mainly due to the $24 million net transfers of funds from long term investments to cash and cash equivalents; $34 million accumulated overbillings and advances in various s; and $13 million of remaining bond proceeds from the issuance of the APP 2014 A&B Bonds. Prepaid and other assets decreased by $53 million. This decrease is primarily due to $64 million amortization of the prepaid assets in the Prepaid Gas, Milford 1, Milford II, and Windy Point/Windy Flats s; offset by an increase in inventory of $3 million relating to the newly acquired APP; a $2 million increase in advances collected from the APP, MAG and the SJ s for various expenses and an increase in accounts receivable of $3 million for an advance payment for a prior year IPA audit adjustment in the STS ; and a $3 million settlement from the Department of Energy (DOE) for spent fuel fees in the PV. 5

8 MANAGEMENT S DISCUSSION AND ANALYSIS Combined Financial Statements (continued) Deferred outflows of resources decreased by $28 million. The decrease is largely due to the $30 million amortization of unamortized loss on refunding which was reclassified to deferred outflows of resources in accordance with GASB 65; offset by the $2 million increase in the reported value of derivative instruments in the MPP and Prepaid Gas in accordance with GASB 53. Liabilities The increase in the Authority s liabilities of $143 million is primarily due to the following: $319 million issuance of APP 2014 A&B Bonds at a premium of $15 million; $23 million increase in accruals and accumulated overbillings and advances in various s; and $2 million increase in the reported change in fair value of the derivative instruments in the MPP, STS, and Prepaid Gas s. The increase was offset by the $216 million principal maturities and related amortization for all debt funded projects. During fiscal year 2013, the Authority s assets and deferred outflow of resources, as restated, decreased by $217 million because of ongoing transactions such as scheduled depreciation and amortization in all projects; capital improvements in the PV, CPP and SJ s; and capital drilling costs in the Natural Gas Reserve s. This decrease was offset by a decrease in liabilities of $287 million mainly due to principal maturities and related amortization for all debt funded projects, resulting in an increase in the Authority s net position of $70 million. Operating income The net increase in operating income of $1 million is due to the $26 million increase in participants billings for debt service requirements in the Mead Adelanto (MA) and Mead Phoenix (MP) s, and increased expenses for O&M costs and nuclear fuel in the MPP and PV s, respectively; and the receipt of $3 million in upfront savings for the restructuring of the Prepaid Bonds. This increase was offset by a $28 million decrease in participant billing in the San Juan because of the completion of the scheduled major maintenance outages in fall During FY 2013, the net decrease of $43 million in participants billings was mainly due to lower debt service costs in the STS, MPP, MA, MP, and PV s; and the $7 million net decrease in operating expenses was mainly due to the scheduled major maintenance outage in the San Juan which resulted in a net decrease in operating income of $36 million. 6

9 Combined Financial Statements (continued) Investment and Other Income SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MANAGEMENT S DISCUSSION AND ANALYSIS Investment and other income increased $15 million mainly due to a $5 million fire insurance settlement in the SJ ; $3 million spent fuel settlement in the PV ; $3 million of upfront savings received from the restructuring of the 2007 Gas Bonds; and the net increase of $4 million resulting from the increase in market values of the investment securities held in all projects together with the loss of earnings in the MP, MA, and Multiple s because of the withdrawal of all funds from the 1989 Multiple GIC in relation to the final maturity of the Multiple Bonds. Derivative Gain (Loss) In June 2008, GASB issued Statement No 53, Accounting and Financial Reporting for Derivative Instruments, effective for financial statements for periods beginning after June 15, GASB 53 requires that the fair value of derivative instruments be reported in the financial statements as investment income or loss if the derivative fails to effectively hedge the risk of rising or falling cash flows or fair values. $0.395 million and $60 million were charged to expense and income related to the Authority s derivative instruments that were deemed investment instruments as of June 30, 2014 and 2013, respectively. The decrease in derivative gain of $60 million is mainly due to termination of the STS 2001, MA 2008 and the MP 2008 Swaps. (See Note 5). Debt Expense Debt expense decreased by $1M largely due to the final maturity of the 1989 Multiple Revenue Bond, offset by the issuance of the APP 2014 A&B Bonds. During fiscal year 2013, interest expense decreased because of the termination of the STS 2006 Constant maturity swap, the refunding of the STS 2002 A& B Bonds and a portion of the MPP 2003A Bonds, and the recognition of the remaining balance of the upfront payment received in connection with the execution of the MA and MP 2004 Swaps which were terminated in the fiscal year. These transactions were offset by the effect of the GASB 65 restatement, which required costs of issuance to be expensed upon issuance and resulted in a $6 million net decrease in debt expense. 7

10 MANAGEMENT S DISCUSSION AND ANALYSIS Combined Financial Statements (continued) Financial outlook The Authority s credit strength is based on a number of factors including: The collective credit strengths of each project participant; The absence of concentration risk as evidenced by the lack of substantial reliance by one participant on the resources financed; The low cost power the s provide the participants; and Strong legal provisions. The Authority has take or pay power sales, natural gas sales, and transmission service contracts that unconditionally require the Participants to pay for the cost of operating and maintaining the s, including debt service, whether or not the s are operating or operable. Although the contracts have not been court tested, a municipal utility s authority to enter into such contracts is rooted in the State s constitutional provisions for municipal electric utilities. The Participants of the Prepaid Natural Gas No. 1, however, are obligated only to purchase and pay for gas delivered by SCPPA at market based prices in accordance with the prepaid gas sale agreements in take and pay contracts. The Authority has also entered into various power purchase agreements that are substantially take and pay contracts but there may be other costs not associated with the delivery of energy that the participants may be obligated to pay. Through the collaborative efforts of its members, the Authority has developed a comprehensive and dynamic strategic plan that provides a common vision for its members and a platform for joint action. SCPPA continues its involvement in legislative and regulatory affairs at both the state and federal levels to protect represented customers, by assuring resource adequacy, excellent reliability, and environmental stewardship. Backed by one of the strongest financial ratings in the utility industry, SCPPA maintains its traditional role of providing financing for its members natural gas, generation, and transmission projects. In addition to the conventional areas of power, investments are also being made to provide customers with more renewable generation and energy efficiency. AB 1890 required all California electric utilities to commit a portion of their revenue to other Public Benefit Programs, including energy efficiency, renewable energy, research, development and demonstration (RD&D), and low income customer assistance. Since 1998, a combined $1.7 billion dollars have been spent by our Members on their respective Public Benefits Programs to support local communities. 8

11 Combined Financial Statements (continued) SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY MANAGEMENT S DISCUSSION AND ANALYSIS Renewable projects Member agencies electric utilities are governed by their respective city councils or other elected legislative bodies. Many of whom previously established voluntary targets including goals for the percentage of renewable energy they wish to obtain within their portfolios. Some have set targets as high as 40% by the year Many of our members are approaching, or have already exceeded their interim targets of 20% renewable energy and are now updating their objectives to meet 33% by 2020 as required by SBX1 2. SCPPA continues to seek cost effective resources to support our members Renewable Portfolio Standard (RPS) objectives for 2016 and forward. SCPPA has an active working group focused on renewable energy development. This group, with representation from all twelve of the member agencies, has reviewed over five hundred (500) individual project proposals since starting in Many of these projects have advanced into specific contract negotiations, and over 1,000 MW of capacity are now being operated in support of our members renewable objectives. Summary The management of the Authority is responsible for preparing the information in this management discussion and analysis, combined and individual projects financial statements, and notes to combined financial statements. The financial statements were prepared according to accounting principles generally accepted in the United States of America, and they fairly portray the Authority s financial position and operating results. The notes to the financial statements are an integral part of the basic financial statements and provide additional financial information. 9

12 COMBINED STATEMENTS OF NET POSITION (AMOUNTS IN THOUSANDS) June 30, As Restated ASSETS Noncurrent assets Net utility plant $ 1,574,194 $ 1,362,772 Investments restricted 648, ,044 Investments unrestricted 31,037 48,529 Advance to IPA restricted 11,550 11,550 Advances for capacity and energy, net restricted 3,688 5,259 Fair value of derivative instruments Prepaid and other assets 968,744 1,032,953 Total noncurrent assets 3,238,497 3,143,732 Current assets Cash and cash equivalents restricted 205, ,476 Cash and cash equivalents unrestricted 96,735 79,453 Interest receivable 3,042 3,822 Accounts receivable 17,399 9,692 Materials and supplies 24,904 21,272 Prepaid and other assets 69,603 67,158 Total current assets 416, ,873 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding 79, ,205 Accumulated decrease in fair value of hedging derivatives 15,393 13,541 Total deferred outflows of resources 95, ,746 Total assets and deferred outflows of resources $ 3,750,259 $ 3,599,351 LIABILITIES Noncurrent liabilities Long term debt $ 3,353,692 $ 3,200,415 Fair value of derivative instruments 55,984 54,399 Notes payable and other liabilities 15,890 22,214 Advances from participants 30,907 30,813 Total noncurrent liabilities 3,456,473 3,307,841 Current liabilities Debt due within one year 158, ,730 Notes payable and other liabilities due within one year 15,275 11,572 Advances from participants due within one year 50,892 46,894 Accrued interest 65,396 64,173 Accounts payable and accruals 96,337 79,658 Accrued property tax 6,253 6,482 Total current liabilities 392, ,509 Total liabilities 3,848,946 3,706,350 NET POSITION Net investment in capital assets (608,196) (621,687) Restricted 583, ,717 Unrestricted (74,109) (51,029) Total net position (98,687) (106,999) Total liabilities and net position $ 3,750,259 $ 3,599, See accompanying notes.

13 COMBINED STATEMENTS OF REVENUES, EXPENSES, AND CHANGES IN NET POSITION (AMOUNTS IN THOUSANDS) Years Ended June 30, As Restated Operating revenues Sales of electric energy $ 504,862 $ 467,798 Sales of transmission services 151, ,322 Sales of natural gas 46,379 52,805 Total operating revenues 702, ,925 Operating expenses Operations and maintenance 445, ,999 Depreciation, depletion and amortization 97,964 94,334 Amortization of nuclear fuel 16,031 16,749 Decommissioning 5,679 6,755 Total operating expenses 564, ,837 Operating income 137, ,088 Non operating revenues (expenses) Investment and other income 30,066 14,727 Derivative gain ,189 Debt expense (156,729) (157,645) Net non operating revenues (expenses) (126,268) (82,729) Change in net position 11,369 53,359 Net position beginning of year, before restatement (106,999) (129,308) Cumulative effect of restatement (47,679) Net position beginning of year as restated (106,999) (176,987) Net contributions (distributions) by participants (3,057) 16,629 Net position end of year $ (98,687) $ (106,999) See accompanying notes. 11

14 COMBINED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) Years Ended June 30, Cash flows from operating activities Receipts from participants $ 621,802 $ 569,883 Receipts from sale of oil and gas 9,152 9,809 Payments to operating managers (296,029) (295,548) Other disbursements and receipts 21,897 20,946 Net cash flows from operating activities 356, ,090 Cash flows from noncapital financing activities Advances by participants, net 25,708 1,460 Cash flows from capital financing activities Additions to plant and prepaid projects, net (335,618) (51,528) Debt interest payments (145,419) (167,428) Proceeds from sale of bonds 333, ,030 Payment for defeasance of revenue bonds (226,032) Transfer of funds from (to) escrow (56,970) Transfer of funds from (to) Mine Reclamation Trust Fund (489) (1,930) Transfer of funds from (to) other projects (24,822) Principal payments on debt (189,730) (115,620) Payment for bond issue costs (2,508) (1,292) Net cash used for capital and related financing activities (364,714) (377,770) Cash flows from investing activities Interest received on investments 8,132 11,732 Purchases of investments (436,386) (580,344) Proceeds from sale/maturity of investments 481, ,246 Net cash provided by (used for) investing activities 53,008 (46,366) Net increase (decrease) in cash and cash equivalents 70,824 (117,586) Cash and cash equivalents, beginning of year 230, ,515 Cash and cash equivalents, end of year $ 301,753 $ 230,929 Reconciliation of operating income to net cash provided by operating activities Operating income $ 137,637 $ 136,351 Adjustments to reconcile operating income to net cash provided Depreciation, depletion and amortization 149, ,950 Decommissioning 5,679 6,755 Advances for capacity and energy 3,031 3,202 Amortization of nuclear fuel 16,031 16,749 Changes in assets and liabilities Accounts receivable (4,830) 6,118 Accounts payable and accruals 29,294 (25,187) Other 20,201 15,152 Net cash provided by operating activities $ 356,822 $ 305,090 Cash and cash equivalents as stated in the Combined Statements of Net Position Cash and cash equivalents restricted $ 205,018 $ 151,476 Cash and cash equivalents unrestricted 96,735 79,453 $ 301,753 $ 230, See accompanying notes.

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16 COMBINING STATEMENTS OF NET POSITION JUNE 30, 2014 (AMOUNTS IN THOUSANDS) GENERATION Palo Verde San Juan Magnolia Power Canyon Power Apex Power ASSETS Noncurrent assets Net utility plant $ 72,982 $ 75,461 $ 219,668 $ 258,135 $ 290,782 Investments restricted 194,156 21,213 55,558 23,297 23,477 Investments unrestricted 30,477 Advance to IPA restricted Advances for capacity and energy, net restricted Fair value of derivative instruments Prepaid and other assets 727 Total noncurrent assets 297,615 97, , , ,259 Current assets Cash and cash equivalents restricted 9,869 8,596 27,618 7,576 16,306 Cash and cash equivalents unrestricted 7,423 13,732 6,127 1,697 17,430 Interest receivable , Accounts receivable 5, , Due from other project restricted Materials and supplies 9,826 4,563 7,021 1,042 2,452 Prepaid and other assets 677 1, Total current assets 33,665 28,521 43,325 12,238 37,016 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding 1,000 12,899 Accumulated decrease in fair value of hedging derivatives 6,856 Total deferred outflows of resources 1,000 19,755 Total assets and deferred outflows of resources $ 331,280 $ 126,922 $ 338,306 $ 293,670 $ 351,275 LIABILITIES Noncurrent liabilities Long term debt $ 36,130 $ 60,161 $ 331,564 $ 309,045 $ 333,684 Fair value of derivative instruments 19,419 Notes payable and other liabilities 13,413 Advances from participants 2,500 Total noncurrent liabilities 49,543 60, , , ,184 Current liabilities Debt due within one year 11,330 13,200 10,565 Notes payable and other liabilities due within one year 6,653 8,622 Advances from participants due within one year 9,082 22,429 2,225 Accrued interest 1 1,797 3,639 8,366 3,327 Accounts payable and accruals 12,615 10,448 6, ,073 Accrued property tax 1, Due to other projects Total current liabilities 31,902 34,898 51,396 10,787 20,400 Total liabilities 81,445 95, , , ,584 NET POSITION Net investment in capital assets 25, (109,533) (46,548) (11,985) Restricted 183,786 22,536 57,196 17,785 3,054 Unrestricted 40,527 9,082 (11,736) 2,601 3,622 Total net position 249,835 31,863 (64,073) (26,162) (5,309) Total liabilities and net position $ 331,280 $ 126,922 $ 338,306 $ 293,670 $ 351, See accompanying notes.

17 COMBINING STATEMENTS OF NET POSITION JUNE 30, 2013 (As Restated) (AMOUNTS IN THOUSANDS) GENERATION Palo Verde San Juan Magnolia Power Canyon Power ASSETS Noncurrent assets Net utility plant $ 84,910 $ 84,961 $ 230,395 $ 260,687 Investments restricted 178,911 31,189 52,625 30,870 Investments unrestricted 36,878 Advance to IPA restricted Advances for capacity and energy, net restricted Fair value of derivative instruments Prepaid and other assets 1,153 Total noncurrent assets 300, , , ,557 Current assets Cash and cash equivalents restricted 19,371 5,878 28,701 8,757 Cash and cash equivalents unrestricted 4,964 11,455 6, Interest receivable Accounts receivable 1, ,069 Due from other project restricted Materials and supplies 9,645 4,502 6,070 1,055 Prepaid and other assets Total current assets 36,919 22,605 42,025 11,556 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding 1,370 14,112 Accumulated decrease in fair value of hedging derivatives 5,405 Total deferred outflows of resources 1,370 19,517 Total assets and deferred outflows of resources $ 337,618 $ 141,278 $ 344,562 $ 303,113 LIABILITIES Noncurrent liabilities Long term debt $ 47,460 $ 74,083 $ 343,455 $ 310,102 Fair value of derivative instruments 15,972 Notes payable and other liabilities 19,737 Advances from participants Total noncurrent liabilities 67,197 74, , ,102 Current liabilities Debt due within one year 10,980 27,250 15,605 Notes payable and other liabilities due within one year 6,337 4,607 Advances from participants due within one year 4,071 21,479 2,225 Accrued interest 4 2,546 3,853 8,366 Accounts payable and accruals 10,993 5,896 2, Accrued property tax 1, Due to other projects Total current liabilities 29,664 40,112 47,649 10,969 Total liabilities 96, , , ,071 NET POSITION Net investment in capital assets 26,471 (17,921) (110,351) (38,035) Restricted 172,336 34,564 51,908 17,706 Unrestricted 41,950 10,440 (4,071) 2,371 Total net position 240,757 27,083 (62,514) (17,958) Total liabilities and net position $ 337,618 $ 141,278 $ 344,562 $ 303,113 See accompanying notes. 14

18 COMBINING STATEMENTS OF NET POSITION JUNE 30, 2014 (AMOUNTS IN THOUSANDS) GREEN POWER Hoover Uprating Tieton Hydropower Milford I Wind Milford II Wind Windy Point Linden Wind Energy ASSETS Noncurrent assets Net utility plant $ $ 41,205 $ $ $ $ 124,470 Investments restricted 2,982 5,383 31,219 6,973 22,812 4,674 Investments unrestricted 560 Advance to IPA restricted Advances for capacity and energy, net restricted 3,688 Fair value of derivative instruments Prepaid and other assets 163, , ,944 Total noncurrent assets 7,230 46, , , , ,144 Current assets Cash and cash equivalents restricted 181 2,124 6,475 5,372 17,307 4,772 Cash and cash equivalents unrestricted ,723 5,932 7,575 2,534 Interest receivable Accounts receivable 400 Due from other project restricted Materials and supplies Prepaid and other assets 1,572 11,401 8,697 32,241 Total current assets 2,542 2,822 26,655 20,015 57,139 7,707 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding Accumulated decrease in fair value of hedging derivatives Total deferred outflows of resources Total assets and deferred outflows of resources $ 9,772 $ 49,410 $ 221,809 $ 167,576 $ 496,895 $ 136,851 LIABILITIES Noncurrent liabilities Long term debt $ 6,127 $ 50,836 $ 214,773 $ 157,200 $ 488,305 $ 132,382 Fair value of derivative instruments Notes payable and other liabilities Advances from participants Total noncurrent liabilities 6,127 50, , , , ,382 Current liabilities Debt due within one year 1, ,450 5,270 18,535 3,530 Notes payable and other liabilities due within one year Advances from participants due within one year ,000 2,004 Accrued interest 104 1,273 5,211 3,797 11,253 3,313 Accounts payable and accruals ,432 5,657 6,370 1,093 Accrued property tax Due to other projects Total current liabilities 2,004 2,706 22,343 14,974 37,895 10,187 Total liabilities 8,131 53, , , , ,569 NET POSITION Net investment in capital assets (10,446) (11,443) Restricted 357 6,249 6,534 Unrestricted 1, (15,307) (4,598) (29,305) (809) Total net position 1,641 (4,132) (15,307) (4,598) (29,305) (5,718) Total liabilities and net position $ 9,772 $ 49,410 $ 221,809 $ 167,576 $ 496,895 $ 136, See accompanying notes.

19 COMBINING STATEMENTS OF NET POSITION JUNE 30, 2013 (As Restated) (AMOUNTS IN THOUSANDS) GREEN POWER Hoover Uprating Tieton Hydropower Milford I Wind Milford II Wind Windy Point Linden Wind Energy ASSETS Noncurrent assets Net utility plant $ $ 42,589 $ $ $ $ 130,283 Investments restricted 2,344 5,293 32,071 7,865 29,347 6,392 Investments unrestricted 1,160 1,498 5,497 2,497 Advance to IPA restricted Advances for capacity and energy, net restricted 5,259 Fair value of derivative instruments Prepaid and other assets 175, , ,657 Total noncurrent assets 8,763 47, , , , ,172 Current assets Cash and cash equivalents restricted 742 2,111 5,316 4,369 10,381 3,363 Cash and cash equivalents unrestricted ,723 2,377 6,988 1,907 Interest receivable Accounts receivable Due from other project restricted Materials and supplies Prepaid and other assets 1, ,401 8,696 32,242 Total current assets 2,415 2,810 23,498 15,456 49,661 5,272 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding Accumulated decrease in fair value of hedging derivatives Total deferred outflows of resources Total assets and deferred outflows of resources $ 11,178 $ 50,692 $ 232,404 $ 178,103 $ 527,665 $ 144,444 LIABILITIES Noncurrent liabilities Long term debt $ 7,983 $ 51,716 $ 224,612 $ 164,762 $ 513,295 $ 136,972 Fair value of derivative instruments Notes payable and other liabilities Advances from participants Total noncurrent liabilities 7,983 51, , , , ,972 Current liabilities Debt due within one year 1, ,135 5,065 17,850 3,425 Notes payable and other liabilities due within one year Advances from participants due within one year ,000 2,004 Accrued interest 123 1,284 5,370 3,898 11,597 3,364 Accounts payable and accruals ,930 7,596 5,746 2,956 Accrued property tax Due to other projects Total current liabilities 1,923 2,693 21,685 16,809 36,966 11,996 Total liabilities 9,906 54, , , , ,968 NET POSITION Net investment in capital assets (9,916) (10,114) Restricted 6,134 6,393 Unrestricted 1, (13,893) (3,468) (22,596) (803) Total net position 1,272 (3,717) (13,893) (3,468) (22,596) (4,524) Total liabilities and net position $ 11,178 $ 50,692 $ 232,404 $ 178,103 $ 527,665 $ 144,444 See accompanying notes. 16

20 COMBINING STATEMENTS OF NET POSITION JUNE 30, 2014 (AMOUNTS IN THOUSANDS) TRANSMISSION Southern Transmission System Mead Phoenix Mead Adelanto ASSETS Noncurrent assets Net utility plant $ 261,767 $ 31,287 $ 91,226 Investments restricted 66,092 2,300 17,900 Investments unrestricted Advance to IPA restricted 11,550 Advances for capacity and energy, net restricted Fair value of derivative instruments 752 Prepaid and other assets Total noncurrent assets 339,409 33, ,878 Current assets Cash and cash equivalents restricted 32,585 4,100 10,050 Cash and cash equivalents unrestricted Interest receivable Accounts receivable 3, Due from other project restricted Materials and supplies Prepaid and other assets Total current assets 36,619 4,537 10,472 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding 50,438 3,751 11,580 Accumulated decrease in fair value of hedging derivatives Total deferred outflows of resources 50,438 3,751 11,580 Total assets and deferred outflows of resources $ 426,466 $ 41,875 $ 131,930 LIABILITIES Noncurrent liabilities Long term debt $ 681,723 $ 35,928 $ 120,185 Fair value of derivative instruments 28,028 Notes payable and other liabilities 2,477 Advances from participants Total noncurrent liabilities 709,751 35, ,662 Current liabilities Debt due within one year 50,885 5,215 17,385 Notes payable and other liabilities due within one year Advances from participants due within one year Accrued interest 14, ,954 Accounts payable and accruals 6, Accrued property tax Due to other projects Total current liabilities 71,311 6,131 20,702 Total liabilities 781,062 42, ,364 NET POSITION Net investment in capital assets (412,196) (6,105) (37,241) Restricted 87,683 5,556 24,970 Unrestricted (30,083) Total net position (354,596) (184) (11,434) Total liabilities and net position $ 426,466 $ 41,875 $ 131, See accompanying notes.

21 COMBINING STATEMENTS OF NET POSITION JUNE 30, 2013 (As Restated) (AMOUNTS IN THOUSANDS) TRANSMISSION Southern Transmission System Mead Phoenix Mead Adelanto ASSETS Noncurrent assets Net utility plant $ 284,521 $ 32,746 $ 95,748 Investments restricted 66,384 5,869 22,686 Investments unrestricted Advance to IPA restricted 11,550 Advances for capacity and energy, net restricted Fair value of derivative instruments 625 Prepaid and other assets Total noncurrent assets 362,455 38, ,059 Current assets Cash and cash equivalents restricted 32,744 1,469 4,425 Cash and cash equivalents unrestricted 3, Interest receivable Accounts receivable Due from other project restricted 6,734 19,637 Materials and supplies Prepaid and other assets Total current assets 36,462 8,784 25,032 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding 69,188 5,915 18,620 Accumulated decrease in fair value of hedging derivatives Total deferred outflows of resources 69,188 5,915 18,620 Total assets and deferred outflows of resources $ 468,105 $ 53,314 $ 162,711 LIABILITIES Noncurrent liabilities Long term debt $ 737,010 $ 41,695 $ 140,042 Fair value of derivative instruments 30,290 Notes payable and other liabilities 2,477 Advances from participants Total noncurrent liabilities 767,300 41, ,519 Current liabilities Debt due within one year 49,130 6,505 17,820 Notes payable and other liabilities due within one year 628 Advances from participants due within one year Accrued interest 13,472 1,002 3,473 Accounts payable and accruals 7, ,031 Accrued property tax Due to other projects Total current liabilities 69,602 7,713 22,952 Total liabilities 836,902 49, ,471 NET POSITION Net investment in capital assets (424,297) (9,539) (46,598) Restricted 89,013 13,114 43,376 Unrestricted (33,513) Total net position (368,797) 3,906 (2,760) Total liabilities and net position $ 468,105 $ 53,314 $ 162,711 See accompanying notes. 18

22 COMBINING STATEMENTS OF NET POSITION JUNE 30, 2014 (AMOUNTS IN THOUSANDS) NATURAL GAS Pinedale Barnett Prepaid Natural Gas ASSETS Noncurrent assets Net utility plant $ 48,747 $ 54,240 $ Investments restricted 27,950 11,579 Investments unrestricted Advance to IPA restricted Advances for capacity and energy, net restricted Fair value of derivative instruments Prepaid and other assets ,424 Total noncurrent assets 48,873 82, ,003 Current assets Cash and cash equivalents restricted 10,055 13,988 6,839 Cash and cash equivalents unrestricted 9,235 2, Interest receivable Accounts receivable 1,711 1,562 1,441 Due from other project restricted Materials and supplies Prepaid and other assets ,292 Total current assets 21,653 17,714 19,642 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding Accumulated decrease in fair value of hedging derivatives 8,537 Total deferred outflows of resources 8,537 Total assets and deferred outflows of resources $ 70,526 $ 99,904 $ 286,182 LIABILITIES Noncurrent liabilities Long term debt $ 24,763 $ 58,162 $ 312,724 Fair value of derivative instruments 8,537 Notes payable and other liabilities Advances from participants 19,261 9,146 Total noncurrent liabilities 44,024 67, ,261 Current liabilities Debt due within one year 2,219 5,211 3,875 Notes payable and other liabilities due within one year Advances from participants due within one year 10,045 1,301 Accrued interest 745 1,752 2,659 Accounts payable and accruals 4,853 2,426 2,796 Accrued property tax 3,595 Due to other projects Total current liabilities 21,457 10,690 9,330 Total liabilities 65,481 77, ,591 NET POSITION Net investment in capital assets 341 6,970 Restricted 2,206 13,679 Unrestricted 2,498 1,257 (44,409) Total net position 5,045 21,906 (44,409) Total liabilities and net position $ 70,526 $ 99,904 $ 286, See accompanying notes.

23 COMBINING STATEMENTS OF NET POSITION JUNE 30, 2013 (As Restated) (AMOUNTS IN THOUSANDS) NATURAL GAS Pinedale Barnett Prepaid Natural Gas ASSETS Noncurrent assets Net utility plant $ 53,724 $ 57,944 $ Investments restricted 7,600 34,395 11,510 Investments unrestricted 999 Advance to IPA restricted Advances for capacity and energy, net restricted Fair value of derivative instruments Prepaid and other assets ,374 Total noncurrent assets 62,449 92, ,884 Current assets Cash and cash equivalents restricted 7,014 1,111 5,711 Cash and cash equivalents unrestricted 8,469 7, Interest receivable Accounts receivable 2,297 1,715 1,470 Due from other project restricted Materials and supplies Prepaid and other assets ,316 Total current assets 18,433 10,233 18,781 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding Accumulated decrease in fair value of hedging derivatives 8,136 Total deferred outflows of resources 8,136 Total assets and deferred outflows of resources $ 80,882 $ 102,572 $ 296,801 LIABILITIES Noncurrent liabilities Long term debt $ 26,982 $ 63,373 $ 316,873 Fair value of derivative instruments 8,137 Notes payable and other liabilities Advances from participants 21,038 9,775 Total noncurrent liabilities 48,020 73, ,010 Current liabilities Debt due within one year 2,253 5,302 4,065 Notes payable and other liabilities due within one year Advances from participants due within one year 12,022 1,279 Accrued interest 794 1,867 2,693 Accounts payable and accruals 8,387 1,603 1,686 Accrued property tax 3,763 Due to other projects Total current liabilities 27,219 10,051 8,444 Total liabilities 75,239 83, ,454 NET POSITION Net investment in capital assets 3,451 10,898 Restricted 2,576 1,014 Unrestricted (384) 7,461 (36,653) Total net position 5,643 19,373 (36,653) Total liabilities and net position $ 80,882 $ 102,572 $ 296,801 See accompanying notes. 20

24 COMBINING STATEMENTS OF NET POSITION JUNE 30, 2014 (AMOUNTS IN THOUSANDS) POWER PURCHASE AGREEMENTS Ormat Geothermal Energy MWD Small Hydro Pebble Springs Ameresco Chiquita Landfill Gas Don A. Campbell Wild Rose Geothermal Copper Mountain Solar 3 ASSETS Noncurrent assets Net utility plant $ $ $ $ $ $ Investments restricted Investments unrestricted Advance to IPA restricted Advances for capacity and energy, net restricted Fair value of derivative instruments Prepaid and other assets Total noncurrent assets Current assets Cash and cash equivalents restricted Cash and cash equivalents unrestricted 2,819 1,221 4,123 2, ,615 Interest receivable Accounts receivable Due from other project restricted Materials and supplies Prepaid and other assets 3 6 Total current assets 2,822 1,397 4,123 2, ,615 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding Accumulated decrease in fair value of hedging derivatives Total deferred outflows of resources Total assets and deferred outflows of resources $ 2,822 $ 1,397 $ 4,123 $ 2,041 $ 982 $ 1,615 LIABILITIES Noncurrent liabilities Long term debt $ $ $ $ $ $ Fair value of derivative instruments Notes payable and other liabilities Advances from participants Total noncurrent liabilities Current liabilities Debt due within one year Notes payable and other liabilities due within one year Advances from participants due within one year Accrued interest Accounts payable and accruals 1, ,123 1, ,615 Accrued property tax Due to other projects Total current liabilities 2,822 1,397 4,123 2, ,615 Total liabilities 2,822 1,397 4,123 2, ,615 NET POSITION Net investment in capital assets Restricted Unrestricted Total net position Total liabilities and net position $ 2,822 $ 1,397 $ 4,123 $ 2,041 $ 982 $ 1, See accompanying notes.

25 COMBINING STATEMENTS OF NET POSITION JUNE 30, 2013 (As Restated) (AMOUNTS IN THOUSANDS) Ormat Geothermal Energy POWER PURCHASE AGREEMENTS MWD Small Hydro Pebble Springs Ameresco Chiquita Landfill Gas ASSETS Noncurrent assets Net utility plant $ $ $ $ Investments restricted Investments unrestricted Advance to IPA restricted Advances for capacity and energy, net restricted Fair value of derivative instruments Prepaid and other assets Total noncurrent assets Current assets Cash and cash equivalents restricted Cash and cash equivalents unrestricted 5,386 1,993 7,713 2,284 Interest receivable 1 Accounts receivable 188 Due from other project restricted Materials and supplies Prepaid and other assets Total current assets 5,395 2,008 7,714 2,478 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding Accumulated decrease in fair value of hedging derivatives Total deferred outflows of resources Total assets and deferred outflows of resources $ 5,395 $ 2,008 $ 7,714 $ 2,478 LIABILITIES Noncurrent liabilities Long term debt $ $ $ $ Fair value of derivative instruments Notes payable and other liabilities Advances from participants Total noncurrent liabilities Current liabilities Debt due within one year Notes payable and other liabilities due within one year Advances from participants due within one year 1, Accrued interest Accounts payable and accruals 4,350 1,508 7,714 2,078 Accrued property tax Due to other projects Total current liabilities 5,395 2,008 7,714 2,478 Total liabilities 5,395 2,008 7,714 2,478 NET POSITION Net investment in capital assets Restricted Unrestricted Total net position Total liabilities and net position $ 5,395 $ 2,008 $ 7,714 $ 2,478 See accompanying notes. 22

26 COMBINING STATEMENTS OF NET POSITION JUNE 30, 2014 (AMOUNTS IN THOUSANDS) MISCELLANEOUS Multiple Fund Development Fund s Stabilization Fund SCPPA Building Fund Total Eliminations Total Combined ASSETS Noncurrent assets Net utility plant $ $ $ $ 4,224 $ 1,574,194 $ $ 1,574,194 Investments restricted 130, , ,532 Investments unrestricted 31,037 31,037 Advance to IPA restricted 11,550 11,550 Advances for capacity and energy, net restricted 3,688 3,688 Fair value of derivative instruments Prepaid and other assets 968, ,744 Total noncurrent assets 130,967 4,224 3,238,497 3,238,497 Current assets Cash and cash equivalents restricted 65 20, , ,018 Cash and cash equivalents unrestricted 96,735 96,735 Interest receivable 234 3,042 3,042 Accounts receivable 17,399 17,399 Due from other project restricted Materials and supplies 24,904 24,904 Prepaid and other assets 69,603 69,603 Total current assets 65 21, , ,701 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding 79,668 79,668 Accumulated decrease in fair value of hedging derivatives 15,393 15,393 Total deferred outflows of resources 95,061 95,061 Total assets and deferred outflows of resources $ $ 65 $ 152,027 $ 4,538 $ 3,750,259 $ $ 3,750,259 LIABILITIES Noncurrent liabilities Long term debt $ $ $ $ $ 3,353,692 $ $ 3,353,692 Fair value of derivative instruments 55,984 55,984 Notes payable and other liabilities 15,890 15,890 Advances from participants 30,907 30,907 Total noncurrent liabilities 3,456,473 3,456,473 Current liabilities Debt due within one year 158, ,320 Notes payable and other liabilities due within one year 15,275 15,275 Advances from participants due within one year ,892 50,892 Accrued interest 65,396 65,396 Accounts payable and accruals 33 96,337 96,337 Accrued property tax 6,253 6,253 Due to other projects Total current liabilities , ,473 Total liabilities ,848,946 3,848,946 NET POSITION Net investment in capital assets 4,223 (608,196) (608,196) Restricted 152, , ,618 Unrestricted (74,109) (74,109) Total net position 152,027 4,223 (98,687) (98,687) Total liabilities and net position $ $ 65 $ 152,027 $ 4,538 $ 3,750,259 $ $ 3,750, See accompanying notes.

27 COMBINING STATEMENTS OF NET POSITION JUNE 30, 2013 (As Restated) (AMOUNTS IN THOUSANDS) MISCELLANEOUS Multiple Fund Development Fund s Stabilization Fund SCPPA Building Fund Total Eliminations Total Combined ASSETS Noncurrent assets Net utility plant $ $ $ $ 4,264 $ 1,362,772 $ $ 1,362,772 Investments restricted 39, , , ,044 Investments unrestricted 48,529 48,529 Advance to IPA restricted 11,550 11,550 Advances for capacity and energy, net restricted 5,259 5,259 Fair value of derivative instruments Prepaid and other assets 1,032,953 1,032,953 Total noncurrent assets 39, ,496 4,264 3,143,732 3,143,732 Current assets Cash and cash equivalents restricted 154 9, , ,476 Cash and cash equivalents unrestricted 79,453 79,453 Interest receivable 1, ,822 3,822 Accounts receivable 9,692 9,692 Due from other project restricted 26,371 (26,371) Materials and supplies 21,272 21,272 Prepaid and other assets 67,158 67,158 Total current assets 1, , ,244 (26,371) 332,873 DEFERRED OUTFLOWS OF RESOURCES Unamortized loss on refunding 109, ,205 Accumulated decrease in fair value of hedging derivatives 13,541 13,541 Total deferred outflows of resources 122, ,746 Total assets and deferred outflows of resources $ 40,638 $ 154 $ 127,583 $ 4,310 $ 3,625,722 $ (26,371) $ 3,599,351 LIABILITIES Noncurrent liabilities Long term debt $ $ $ $ $ 3,200,415 $ $ 3,200,415 Fair value of derivative instruments 54,399 54,399 Notes payable and other liabilities 22,214 22,214 Advances from participants 30,813 30,813 Total noncurrent liabilities 3,307,841 3,307,841 Current liabilities Debt due within one year 13, , ,730 Notes payable and other liabilities due within one year 11,572 11,572 Advances from participants due within one year ,894 46,894 Accrued interest ,173 64,173 Accounts payable and accruals 33 79,658 79,658 Accrued property tax 6,482 6,482 Due to other projects 26,371 26,371 (26,371) Total current liabilities 40, ,880 (26,371) 398,509 Total liabilities 40, ,732,721 (26,371) 3,706,350 NET POSITION Net investment in capital assets 4,264 (621,687) (621,687) Restricted 127, , ,717 Unrestricted (51,029) (51,029) Total net position 127,583 4,264 (106,999) (106,999) Total liabilities and net position $ 40,638 $ 154 $ 127,583 $ 4,310 $ 3,625,722 $ (26,371) $ 3,599,351 See accompanying notes. 24

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